Xponential Fitness, Inc.
18.20%
6,788,653
1802156
98422X101
Mar 3, 2026
Mar 4, 2026, 08:16 PM
Reporting Persons (5)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Voss Capital, LP | Other | 18.20% | 6,788,653 | 5,908,653 | 880,000 |
| Cocke Travis W. | Individual | 18.20% | 6,788,653 | 5,908,653 | 880,000 |
| Voss Advisors GP, LLC | Other | 2.40% | 908,653 | 908,653 | 0 |
| Voss Value Master Fund, LP | Partnership | 2.00% | 758,653 | 758,653 | 0 |
| Voss Value-Oriented Special Situations Fund, LP | Partnership | 0.40% | 150,000 | 150,000 | 0 |
Disclosure Items (7)
Class A common stock, par value $0.0001 per share
Xponential Fitness, Inc.
17877 VON KARMAN AVE, IRVINE, CA, 92614
This statement is filed by: (i) Voss Value Master Fund, L.P., a Cayman Islands limited partnership, ("Voss Value Master Fund"), with respect to the shares of Class A common stock, par value $0.0001 per share, of the Issuer (the "Shares") directly and beneficially owned by it; (ii) Voss Value-Oriented Special Situations Fund, L.P., a Delaware limited partnership ("Voss Value-Oriented Special Situations Fund"), with respect to the Shares directly and beneficially owned by it; (iii) Voss Advisors GP, LLC, a Texas limited liability company ("Voss GP"), as the general partner of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund; (iv) Voss Capital, L.P., a Texas limited partnership ("Voss Capital"), as the investment manager of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and certain separately managed accounts (the "Voss Managed Accounts"); and (v) Travis W. Cocke, as the managing member of Voss Capital and Voss GP. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
The address of the principal office of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund, Voss GP, Voss Capital and Mr. Cocke is 3773 Richmond Ave., Suite 500, Houston, Texas 77046.
The principal business of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund is investing in securities. The principal business of Voss GP is serving as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund. The principal business of Voss Capital is serving as the investment manager of each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts. Mr. Cocke serves as the managing member of each of Voss Capital and Voss GP.
None of the Reporting Persons have, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Voss Value Master Fund is organized under the laws of the Cayman Islands. Voss Value-Oriented Special Situations Fund, Voss GP and Voss Capital are organized under the laws of the State of Texas. Mr. Cocke is a citizen of the United States of America.
The Shares purchased by each of Voss Value Master Fund, Voss Value-Oriented Special Situations Fund and the Voss Managed Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 758,653 Shares beneficially owned directly by Voss Value Master Fund is approximately $8,161,746, including brokerage commissions. The aggregate purchase price of the 150,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund is approximately $1,866,195, including brokerage commissions. The aggregate purchase price of the 5,880,000 Shares held in the Voss Managed Accounts is approximately $50,901,599, including brokerage commissions.
The aggregate percentage of Shares reported owned by each person named herein is based upon 37,312,000 Shares outstanding, as of February 23, 2026, which is the total number of Shares outstanding as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 4, 2026. A. Voss Value Master Fund As of the date hereof, Voss Value Master Fund beneficially owned 758,653 Shares. Percentage: Approximately 2.0% B. Voss Value-Oriented Special Situations Fund As of the date hereof, Voss Value-Oriented Special Situations Fund beneficially owned 150,000 Shares. Percentage: Approximately 0.4% C. Voss GP Voss GP, as the general partner of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund and (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 2.4% D. Voss Capital As of the date hereof, 5,880,000 Shares were held in the Voss Managed Accounts. Voss Capital, as the investment manager of each of Voss Value Master Fund and Voss Value-Oriented Special Situations Fund, may be deemed the beneficial owner of the (i) 758,653 Shares beneficially owned by Voss Value Master Fund and (ii) 150,000 Shares beneficially owned by Voss Value-Oriented Special Situations Fund. Percentage: Approximately 18.2% E. Mr. Cocke Mr. Cocke, as the managing member of each of Voss Capital and Voss GP, may be deemed the beneficial owner of the (i) 758,653 Shares owned by Voss Value Master Fund, (ii) 150,000 Shares owned by Voss Value-Oriented Special Situations Fund and (iii) 5,880,000 Shares held in the Voss Managed Accounts. Percentage: Approximately 18.2%
A. Voss Value Master Fund 1. Sole power to vote or direct vote: 758,653 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 758,653 4. Shared power to dispose or direct the disposition: 0 B. Voss Value-Oriented Special Situations Fund 1. Sole power to vote or direct vote: 150,000 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 150,000 4. Shared power to dispose or direct the disposition: 0 C. Voss GP 1. Sole power to vote or direct vote: 908,653 2. Shared power to vote or direct vote: 0 3. Sole power to dispose or direct the disposition: 908,653 4. Shared power to dispose or direct the disposition: 0 D. Voss Capital 1. Sole power to vote or direct vote: 5,908,653 2. Shared power to vote or direct vote: 880,000 3. Sole power to dispose or direct the disposition: 5,908,653 4. Shared power to dispose or direct the disposition: 880,000 E. Mr. Cocke 1. Sole power to vote or direct vote: 5,908,653 2. Shared power to vote or direct vote: 880,000 3. Sole power to dispose or direct the disposition: 5,908,653 4. Shared power to dispose or direct the disposition: 880,000
A. Voss Value Master Fund Voss Value Master Fund has not entered into any transactions in the Shares during the past sixty days. B. Voss Value-Oriented Special Situations Fund Voss Value-Oriented Special Situations Fund has not entered into any transactions in the Shares during the past sixty days. C. Voss GP Voss GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Voss Value-Oriented Special Situations Fund during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. D. Voss Capital The transactions in the Shares by Voss Capital through the Voss Managed Accounts during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference. E. Mr. Cocke Mr. Cocke has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares through the Voss Managed Accounts during the past sixty days are set forth in Exhibit 1 and are incorporated herein by reference.
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
Not applicable.
On March 4, 2026, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
1 - Transactions in Securities. 99.1 - March 4th Letter. 99.2 - Joint Filing Agreement, dated March 4, 2026.